SC 13G/A 1 0001.txt AMEND #1 TO SCH 13G RE INTERWORLD CORPORATION Draft SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* INTERWORLD CORPORATION ---------------------- (Name of Issuer) Common Stock, $0.01 Par Value ----------------------------- (Title of Class of Securities) 46114Q108 --------- (CUSIP Number) December 31, 2000 ----------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ X ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following pages Page 1 of 7 Pages Exhibit Index Page 6 SCHEDULE 13G CUSIP NO. 46114Q108 Page 2 of 7 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) GEORGE SOROS (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 1,512,265 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,512,265 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,512,265/1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 5.15% 12 Type of Reporting Person* IN; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! --------- /1/ Position as of February 13, 2001. Page 3 of 7 Pages Item 1(a) Name of Issuer: InterWorld Corporation (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 395 Hudson Street, 6th Floor, New York, New York 10014. Item 2(a) Name of Person Filing: This statement is filed on behalf of Mr. George Soros ("Mr. Soros"). This statement relates to Shares (as defined herein) held for Mr. Soros' personal account and Shares held for the account of the Open Society Institute, a New York trust ("OSI"). Mr. Soros serves as a trustee of OSI. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of Mr. Soros is 888 Seventh Avenue, 33rd Floor, New York, NY 10106. Item 2(c) Citizenship: Mr. Soros is a citizen of the United States. Item 2(d) Title of Class of Securities: Common Stock, $0.01 par value (the "Shares"). Item 2(e) CUSIP Number: 46114Q108 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of February 13, 2001, Mr. Soros may be deemed the beneficial owner of 1,512,265 Shares. This number consists of (a) 107,265 Shares held for his personal account and (b) 1,405,000 Shares held for the account of OSI. Item 4(b) Percent of Class: The number of Shares of which Mr. Soros may be deemed the beneficial owner constitutes approximately 5.15% of the total number of Shares outstanding. Page 4 of 7 Pages Item 4(c) Number of shares as to which such person has: Mr. Soros --------- (i) Sole power to vote or to direct the vote: 1,512,265 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,512,265 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) Mr. Soros has the sole right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for his personal account. (ii) OSI has the sole right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for its account. The inclusion of Shares held for the account of OSI shall not be an admission that Mr. Soros has or may be deemed to have had beneficial ownership of such Shares. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: This Item 10 is not applicable. Page 5 of 7 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 13, 2001 GEORGE SOROS By: /S/ RICHARD D. HOLAHAN, JR. ------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Page 6 of 7 Pages EXHIBIT INDEX Page No. ------- A. Power of Attorney, dated as of January 27, 2000, granted by Mr. George Soros in favor of Mr. Michael C. Neus and Mr. Richard D. Holahan, Jr...................................... 7